Filed by sedaredgar.com - Canyon Copper Corp. - Exhibit 10.1






LOAN AGREEMENT

THIS AGREEMENT dated as of the 7th day of July,
2008.

BETWEEN:

CANYON COPPER CORP., of

1199 West Pender Street, Suite 408 
Vancouver, BC, Canada V6E 2R1

(hereinafter called the
"Borrower")

OF THE FIRST PART

AND:

ANTHONY HARVEY, of

3024 Procter Avenue
West Vancouver, BC, Canada V7V 1G1

(hereinafter called the "Lender")

OF THE SECOND PART

WHEREAS:

A. The Borrower has requested that the Lender lend $25,000
(CDN) to the Borrower;

B. The Lender has agreed to lend such sum to the Borrower
subject to the terms and upon the conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in
consideration of the sum of $10.00 paid by each party to the other (the receipt
of which is hereby acknowledged), and other good and valuable consideration, the
parties hereto mutually covenant and agree as follows:

1. INTERPRETATION

1.1 Definitions. Where used herein or in any amendment
hereto each of the following words and phrases shall have the meanings set forth
as follows:

	 	(a) 	
      "Agreement" means this Loan Agreement including the
      Schedules hereto together with any amendments hereof;

	 	 	 
	 	(b) 	
      "Closing Date" means July 7, 2008;

	 	 	 
	 	(c) 	
      "Event of Default" means any event set forth in paragraph
      6.1;

	 	 	 
	 	(d) 	
      "Loan" means the loan of $25,000 (CDN) to be made by the
      Lender to the Borrower in accordance with this
Agreement;








	 	(e) 	
      “Maturity” means January 7, 2009; and

	 	 	 
	 	(f) 	
      "Principal Sum" means the sum of $25,000
  (CDN).



1.2 Number and Gender. Wherever the singular or the
masculine are used herein the same shall be deemed to include the plural or the
feminine or the body politic or corporate where the context or the parties so
require.

1.3 Headings. The headings to the articles, paragraphs,
subparagraphs or clauses of this Agreement are inserted for convenience only and
shall not affect the construction hereof.

1.4 References. Unless otherwise stated a reference
herein to a numbered or lettered article, paragraph, subparagraph or clause
refers to the article, paragraph, subparagraph or clause bearing that number or
letter in this Agreement. A reference to this Agreement or herein means this
Loan Agreement, including the Schedule hereto, together with any amendments
thereof.

2. TERMS OF LOAN

2.1 Loan and Repayment. The Lender hereby agrees to lend
to the Borrower the Principal Sum of $25,000 (CDN). The Loan shall be made in
United States currency and shall be repaid by the Borrower on or before January
7, 2009.

2.2 Interest. The Borrower shall pay on the amount of
the Principal Sum, interest at a rate of 15% per annum, payable annually, on
Maturity. The Borrower shall pay interest at the aforesaid rate on all overdue
interest.

2.3 Advances. The Principal Sum shall be advanced by the
lender on execution of this Agreement, in the form of certified cheque, bank
draft or wire transfer.

2.4 Pre-Payment. The Borrower may pre-pay all or any
portion of the loan at any time.

3. PROMISSORY NOTE, EXTENSIONS &
WAIVER

3.1 Loan. To evidence the Loan, the Borrower agrees to
enter into a promissory note in the form attached hereto as Schedule “A”.

3.2 Extensions. The Lender may grant extensions as the
Lender may see fit without prejudice to the liability of the Borrower or to the
Lender's rights under this Agreement or under the Promissory Note.

3.3 Waiver. The Lender may waive any breach by the
Borrower of this Agreement or of any default by the Borrower in the observance
or performance of any covenant or condition required to be observed or performed
by the Borrower hereunder or under the Promissory Note. No failure or delay on
the part of the Lender to exercise any right, power or remedy given herein 

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or by statute or at law or in equity or otherwise shall operate
as a waiver thereof, nor shall any single or partial exercise of any right
preclude any other exercise thereof or the exercise of any other right, power or
remedy, nor shall any waiver by the Lender be deemed to be a waiver of any
subsequent similar or other event.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations of the Borrower. The Borrower
represents and warrants to the Lender, and acknowledges that the Lender is
relying upon such representations and warranties in entering into this
Agreement, as follows:

(a) the Borrower has the capacity to
enter into this Agreement, and the execution of this Agreement and the
completion of the transactions contemplated hereby shall not be in violation any
agreement to which the Borrower is a party; and

(b) the Promissory Note has been duly
executed by the Borrower and is enforceable against the Borrower in accordance
with its terms.

5. CLOSING ARRANGEMENTS

5.1 Conditions Precedent. The Lender's obligation to
advance the Principal Sum to the Borrower shall be subject to the satisfaction
of the following conditions:

	 	(a) 	
      the representations and warranties of the Borrower shall
      be true as of the date hereof and as of the Closing Date; and

	 	 	 
	 	(b) 	
      the Borrower shall have complied with all of its
      obligations hereunder; and



The foregoing conditions precedent are inserted for the benefit
of the Lender and may be waived in whole or in part by the Lender at any time
prior to closing by delivering to the Borrower written notice to that
effect.

5.2 Time of Closing. The closing of the Loan shall take
place on execution of this Loan Agreement.

5.3 Deliveries by the Lender. On the Closing Date the
Lender shall deliver or cause to be delivered to the Borrower a certified
cheque, bank draft or solicitors' trust cheque for the Principal Sum.

6. EVENTS OF DEFAULT AND REMEDIES

6.1 Events of Default. Any one or more of the following
events, whether or not any such event shall be voluntary or involuntary or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body, shall constitute an Event of Default:

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(a) if the Borrower defaults in the
payment of any monies due hereunder as and when the same is due;

(b) if the Borrower defaults in the
observance or performance of any other provision hereof;

(c) if the Borrower commits an act of
bankruptcy or makes a general assignment for the benefit of its creditors or
otherwise acknowledges its insolvency; or

(d) if the Borrower makes default in
the due payment, performance or observance, in whole or in part, of any debt,
liability or obligation of the Borrower to the Lender, whether secured hereby or
otherwise.

6.2 Remedies Upon Default. Upon the occurrence of any
Event of Default and at any time thereafter, provided that the Borrower has not
by then remedied such Event of Default, the Lender may, in its discretion, by
notice to the Borrower, declare this Agreement to be in default. At any time
thereafter, while the Borrower shall not have remedied such Event of Default,
the Lender, in its discretion, may:

	 	(a) 	
      declare the Loan and other monies owing by the Borrower
      to the Lender to be immediately due and payable;

	 	 	 
	 	(b) 	
      demand payment from the Borrower and exercise all
      remedies available to the Lender.



7. MISCELLANEOUS

7.1 Notices. Any notice required or permitted to be
given under this Agreement or the Promissory Note shall be in writing and may be
given by delivering same or mailing same by registered mail or sending same by
telegram, telex, telecopier or other similar form of communication to the
following addresses:

	 	The Borrower: 	1199 West Pender Street, Suite 408 
	 	  	Vancouver, BC V6E 2R1 
	 	  	  
	 	The Lender: 	3024 Procter Avenue 
	 	  	West Vancouver, BC, Canada V7V 1G1
  


Any notice so given shall:

	 	(a) 	
      if delivered, be deemed to have been given at the time of
      delivery;

	 	 	 
	 	(b) 	
      if mailed by registered mail, be deemed to have been
      given on the fourth business day after and excluding the day on which it
      was so mailed, but should there be, at the time of mailing or between the
      time of mailing and the deemed receipt of the notice, a mail strike,
      slowdown or other labour dispute which might affect the delivery of such
      notice by the mails, then such notice shall be
only



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      effective if actually delivered; and

	 	 	 
	 	(c) 	
      if sent by telegraph, telex, telecopier or other similar
      form of communication, be deemed to have been given or made on the first
      business day following the day on which it was
sent.



Any party may give written notice of a change of address in the
aforesaid manner, in which event such notice shall thereafter be given to such
party as above provided at such changed address.

7.2 Amendments. Neither this Agreement nor any provision
hereof may be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
amendment, waiver, discharge or termination is sought.

7.3 Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties hereto and supersedes all prior
agreements and undertakings, whether oral or written, pertaining to the subject
matter hereof.

7.4 Action on Business Day. If the date upon which any
act or payment hereunder is required to be done or made falls on a day which is
not a business day, then such act or payment shall be performed or made on the
first business day next following.

7.5 No Merger of Judgment. The taking of a judgment on
any covenant contained herein or on any covenant set forth in any other security
for payment of any indebtedness hereunder or performance of the obligations
hereby secured shall not operate as a merger of any such covenant or affect the
Lender's right to interest at the rate and times provided in this Agreement on
any money owing to the Lender under any covenant herein or therein set forth and
such judgment shall provide that interest thereon shall be calculated at the
same rate and in the same manner as herein provided until such judgment is fully
paid and satisfied.

7.6 Severability. If any one or more of the provisions
of this Agreement should be invalid, illegal or unenforceable in any respect in
any jurisdiction, the validity, legality or enforceability of such provision
shall not in any way be affected or impaired thereby in any other jurisdiction
and the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.

7.7 Successors and Assigns. This Agreement shall enure
to the benefit of and be binding upon all parties hereto and their respective
heirs, personal representatives, successors and assigns, as the case may be.

7.8 Governing Law. This Agreement shall be governed by
and be construed in accordance with the laws of the State of Nevada and the
parties hereto agree to submit to the jurisdiction of the courts of Nevada with
respect to any legal proceedings arising herefrom.

7.9 Independent Legal Advice. This Agreement has been
prepared by O’Neill Law Group PLLC acting solely on behalf of the Borrower and
the Lender acknowledges that it has been advised to obtain independent legal
advice.

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7.10 Time. Time is of the essence of this Agreement.

7.11 Headings. The headings of the paragraphs of this
Agreement are inserted for convenience only and do not define, limit, enlarge or
alter the meanings of any paragraph or clause herein.

7.12 Counterparts. This agreement may be executed in one
or more counter-parts, each of which so executed shall constitute an original
and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first written
above.

THE BORROWER:

CANYON COPPER CORP. 
by its authorized signatory:

/s/ Kurt Bordian
KURT BORDIAN

THE LENDER:

SIGNED, SEALED AND DELIVERED 
BY ANTHONY HARVEY

in the presence of:

	/s/ Linda Hay	/s/ Anthony Harvey
	Signature 	ANTHONY HARVEY 
	  	  
	Linda Hay	  
	Name 	  
	  	  
	408 – 1199 W. Pender	  
	Address 	  
	  	  
	Vancouver, BC V6E 2R1	  


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SCHEDULE “A”

PROMISSORY NOTE

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PROMISSORY NOTE

	EXECUTED BY: 	CANYON COPPER CORP. 
	  	(the "Borrower") 
	 	 
	IN FAVOUR OF: 	ANTHONY R. HARVEY 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	CDN $25,000 
	 	 
	DATE OF EXECUTION: 	July 7, 2008 
	 	 
	PLACE OF EXECUTION: 	Vancouver, British Columbia



FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on January 7, 2009, the principal sum of CDN
$25,000, together with interest thereon at the rate of 15% per annum, calculated
and compounded annually, both before and after maturity from the date
hereof.

The Borrower waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note.

The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case payment will be
made to the holder of this Promissory Note instead of the Lender upon notice
being given by the holder to the undersigned, and no holder of this Promissory
Note will be affected by the state of accounts between the undersigned and the
Lender or by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of the Promissory
Note held by him.

DATED at Vancouver, British Columbia this 7th day of July,
2008.

CANYON COPPER CORP. 
by its authorized signatory:

/s/ Kurt Bordian
KURT
BORDIAN

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